Exhibit 10.2


 





INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this "Agreement"),
dated as of July 31, 2018 is made by and between GOPHER PROTOCOL INC., a Nevada corporation (the "Company '), and
Mitchell K. Tavera III, a director and/or officer of the Company (the "Indemnitee").


 


RECITALS


 


A.                    
The Company is aware that competent and experienced persons are increasingly
reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or
indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and
because the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;


 


B.                     
Based on their experience as business managers, the Board of Directors of
the Company (the "Board'') has concluded that, to retain and attract talented and experienced individuals to
serve as officers and directors of the Company, and to encourage such individuals to take the business risks necessary for the
success of the Company, it is necessary for the Company contractually to indemnify officers and directors and to assume for itself
maximum liability for expenses and damages in connection with claims against such officers and directors in connection with their
service to the Company;


 


C. The Nevada
Revised Statutes, under which the Company is organized (the "Law"),
empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request
of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the
indemnification provided by the Law is not exclusive; and


 


D.                    
The Company desires and has requested the Indemnitee to serve or continue to serve as a director
or officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.                     
Definitions.


 


1.1.           
Agent. For the purposes of this Agreement, "agent"
of the Company means any person who is or was a director or officer of the Company or a subsidiary of the Company; or is or was
serving at the request of, for the convenience of, or to represent the interest of the Company or a subsidiary of the Company as
a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or an affiliate
of the Company; or was a director or officer of a foreign or domestic corporation which was a predecessor corporation of the Company,
or was a director or officer of another enterprise or affiliate of the Company at the request of, for the convenience of, or to
represent the interests of such predecessor corporation. The term "enterprise" includes any employee benefit
plan of the Company, its subsidiaries, affiliates and predecessor corporations.


 


1.2             
Expenses. For purposes of this Agreement, "expenses"
includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and
related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the
investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses
under this Agreement, the Law or otherwise.


 






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1.3             
Proceeding. For the purposes of this Agreement, ‘'proceeding”
means any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative
or any other type whatsoever.


 


1.4             
Subsidiary. For purposes of this Agreement, "subsidiary"
means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company,
by the Company and one or more of its subsidiaries or by one or more of the Company's subsidiaries.


 


2.                 
Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company,
at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves
as an agent of the Company, faithfully and to the best of his ability, so long as he or she is duly appointed or elected and qualified
in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided,
however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation
that the Indemnitee may have assumed apart from this Agreement), and the Company or any subsidiary shall have no obligation under
this Agreement to continue to indemnify the Indemnitee for any actions taken or not taken by him or her after the date of resignation
or termination of such position.


 


3.                 
Directors' and Officers' Insurance. The Company shall, to the extent that the
Board determines it to be economically reasonable, maintain a policy of directors' and officers' liability insurance ("D&O
Insurance"), on such terms and conditions as may be approved by the Board.


 


4.                 
Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:


 


4.1
Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company,
or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type
whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually
and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and


4.2             
Derivative Actions. If the
Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company
to procure a judgment in its favor by reason of the fact that he is or was an agent of the Company, or by reason of anything done
or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding and all expenses actually
and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except
that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall
have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable
nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in
which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery
or such other court shall deem proper; and


 






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4.3             
Exception for Amounts Covered by Insurance.  Notwithstanding the
foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been
paid directly to the Indemnitee by D&O Insurance.


 


5.                 
Partial Indemnification and Contribution.


 


5.1             
Partial Indemnification. If the Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including,
but not limited to, judgments, fines, BRISA excise taxes or penalties and amounts paid in settlement) incurred by him or her in
the investigation, defense, settlement or appeal of a proceeding but is not entitled, however, to indemnification for all of the
total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion
thereof to which the Indemnitee is not entitled to indemnification.


 


5.2             
Contribution. If the Indemnitee is not entitled to the indemnification provided
in Section 4 for any reason other than the statutory limitations set forth in the Law, then in respect of any threatened, pending
or completed proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding),
the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the
relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which
such proceeding arose and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection
with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by
reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or
prevent the circumstances resulting in such
expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant
to this Section 5 were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing
equitable considerations.


 


6.                  
Mandatory Advancement of Expenses.


 


6.1              
Advancement. Subject to Section 9 below and except as prohibited by law, the Company shall advance
all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to
which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent
of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes to promptly
repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled
to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company,
the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within 30 days following
delivery of a written request therefor by the Indemnitee to the Company.


 






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6.2              
Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated
to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute
majority of the members of the Board reasonably determines in good faith, within 30 days of the Indemnitee's request to be advanced
expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee
acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner
set forth in Sections 8.3, 8.4 and 8.5 hereof, with all references therein to "indemnification" being deemed to refer
to "advancement of expenses," and the burden of proof shall be on the Company to demonstrate clearly and convincingly
that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section
6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the
lawsuit, the Company has undergone a change in control. For this purpose, a change in control shall mean a given person or group
of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage
points without advance Board approval.


 


7.                  
Notice and Other Indemnification Procedures.


 


7.1              
Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding,
the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under
this Agreement, notify the Company of the commencement or threat of commencement thereof.


 


7.2              
If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7. 1 hereof, the
Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable because of such proceeding in accordance with the
terms of such D&O Insurance policies.


 


7.3              
In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the
Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which
approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company
will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with
respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel
in any such proceeding at the Indemnitee' s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in
connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling
capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment
of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the
Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee'
s counsel shall be at the expense of the Company.


 






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		8.	Determination of Right to
Indemnification.



 


8.1              
To the extent the Indemnitee has been successful on the merits or
otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue
or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by him
or her in connection with the investigation, defense or appeal of such proceeding, or such claim, issue or matter, as the case
may be.


 


8.2              
In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless
indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.3 below
that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.


 


8.3              
The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8.2
hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee
can select a forum consisting of the stockholders of the Company only with the approval of the Company:


 


(a)                
A quorum of the Board consisting of directors who are not parties to the proceeding for which
indemnification is being sought;


 


(b)                
The stockholders of the Company;


 


(c)                
Legal counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make
such determination in a written opinion;


 


(d)                
A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected
by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or


(e)                
The Court of Chancery of Nevada.


 


8.4             
As soon as practicable, and in no event later than 30 days after the forum has been selected
pursuant to Section 8.3 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee
is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity
to defend against such claim.


 


8.5             
If the forum selected in accordance with Section 8.3 hereof is not a court, then after the
final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to the State Courts of the
State of Nevada, for the purpose of appealing the decision of such forum, provided that such right is executed within 60
days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court,
then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws
and rules governing appeals of the decision of such court.


 


8.6             
Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify
the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section
8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between
the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement
unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding
was frivolous or not made in good faith.


 






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9.                  
Exceptions.Any other provision herein to the contrary notwithstanding, the
Company shall not be obligated pursuant to the terms of this Agreement:


 


9.1             
Claims Initiated by Indemnitee.  To indemnify or advance expenses to the Indemnitee
with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except
with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification
and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute
or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the
Board finds it to be appropriate; or


 


9.2
Unauthorized Settlements.
 To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance
in writing to such settlement, which consent shall not be unreasonably withheld; or


 


9.3             
Securities Law Actions. To indemnify the Indemnitee on account of any suit in
which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee
of securities of the Company pursuant to the provisions of Section l 6(b) of the Securities Exchange Act of 1934 and amendments
thereto or similar provisions of any federal, state or local statutory law; or


 


9.4             
Unlawful Indemnification. To indemnify the Indemnitee if a final decision by
a court having jurisdiction in the matter shall determine that such indemnification is not lawful. In this respect, the Company
and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities
arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification
should be submitted to appropriate courts for adjudication.


 


10.              
Non-Exclusivity. The provisions for indemnification and advancement of expenses
set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or disinterested directors,
other agreements or otherwise, both as to action in the Indemnitee's official capacity and to action in another capacity while
occupying his position as an agent of the Company, and the Indemnitee's rights hereunder shall continue after the Indemnitee has
ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.


 


11.                   
General Provisions.


 


11.1         
Interpretation of Agreement.  It is understood that
the parties hereto
intend this Agreement to be interpreted and enforced so
as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by
law, except as expressly limited herein.


 


11.2         
Severability. If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable for any reason whatsoever, then: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable and to give effect to Section 11.1 hereof.


 






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11.3         
Modification and Waiver. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute
a continuing waiver.


 


11.4         
Subrogation. In the event of full payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents
required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to
bring suit to enforce such rights.


 


11.5         
Counterparts. This Agreement may be executed m one or more counterparts, which
shall together constitute one agreement.


 


11.6         
Successors and Assigns. The terms of this Agreement shall
bind, and shall inure to the benefit of, the successors and assigns of the parties
hereto.


 


11.7         
Notice. All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed duly given: (a) if delivered by hand and signed for by the party addressee; or (b) if mailed
by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to
either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.


 


11.8         
Governing Law. This Agreement shall be governed exclusively by and construed
according to the laws of the State of Nevada, without giving effect to that body of laws pertaining to conflict of laws.


 


11.9         
Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Nevada for all purposes in connection with any action or proceeding that
arises out of or relates to this Agreement.


 


11.10     
Attorneys' Fees. In the event Indemnitee is required to bring any action to
enforce rights under this Agreement (including, without limitation, the expenses of any Proceeding described in Section 1.3) the
Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent
jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.


 




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IN WITNESS
WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.


 


 


THE COMPANY:


 


 


 


BY: /s/ Douglas Davis


Name: Douglas Davis


Title: Interim CEO


 


 


THE INDEMNITEE:


 


 


 


/s/ Mitchell K. Tavera III


Mitchell K. Tavera III




 






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